Ultimate Onslaught
by John Starkiller
Summary: A battle between Spider-Man's team and a notorious super villain goes horribly wrong resulting in the creation of Onslaught, the most powerful being on Earth. Will the world survive this villains wrath?
1. Prelude to Destruction

"Good, looks like the gang's all here," commented Nick Fury. The helicarrier's engines hummed gently in the background as he scanned his single eye across the motley crew of heroes. The ones standing at the back wall stared in return with a modicum of interest, but the ones sitting in the front seats (or crates, in some cases) leaned forward almost on cue. Spider-Man lifted his hand like a schoolboy high above the crowd, almost quivering with excitement.

"Yes?" Nick raised an eyebrow.

"Couldn't you get ol' shellhead and his crew to help? This webhead sleeps in on Saturdays, bud."

It was almost guaranteed for guys like Spider-Man to start right off with smarmy comments, Nick knew. Of course, he had dealt with Tony Stark frequently, so he was used to such treatment. "Under normal circumstances, yes I would, but the Avengers are out on a mission. That's why I need you guys," said Fury, pacing back and forth in front of a large computer screen built into the wall.

"Wow," thought Spider-Man. "Finally, this is going to be our team's shot at the big leagues! Maybe they'll even make us part of the Avengers!"

White Tiger crossed her legs in her seat. "So what is this big mission you have for us, Fury?"

"I'm glad you asked. I'm sure the five of you know who Magento is."

"Magneto, master of magnetism? Only the most powerful mutant on the face of the Earth?" asked Nova, leaning in the rear. "You can't be serious."

"Good to see you kids do your homework, but that was rhetorical," said Fury, waving the comment aside. "Our agents reported in that Magneto launched a space station into orbit yesterday morning that he's calling Asteroid M." Nick pulled out a remote from his trenchcoat, pointed it at the screen, and tapped a button. A grainy image flickered into view of a long tube-like structure, floating above the planet with its solar panels reflecting the sunlight. "Now that it's in space, he plans on making this little addition." NIck Fury pushed the button again, revealing a schematic for a piece of complicated machinery next to the space station.

Iron Fist piped up from his seat on his crate. "What's that?"

Fury took a deep breath, as if preparing himself for the enormity of conveying the situation. "It's an electromagnetic ion cannon, capable of generating a blast of impact the size of a nuclear bomb."

"Sweet Christmas!" exclaimed Power Man.

Spider-Man sighed. "That was really lame, Luke."

"Pshhh, better than 'Friendly neighborhood Spider-Man!'"

"Hey, that line is a classic!"

"Knock it off you two, this is important," interjected the Tiger.

"Thank you, Ava," said Fury, glad that somebody was taking the news seriously. "There's more to the whole mission, but that's the long and short of what Magneto is up to. When our agents-"

"So what, you're sending us up against Magneto, just the five of us?" Power Man stood up, fists clenched in restrained anger.

Spider-Man jumped from his seat too. "Nick, thanks for inviting us over, and the coffee was fantastic, but me and my team have a pre-existing engagement, dig?" He looked back at the rest of the heroes, and nodded. Luke and Iron Fist turned around and headed for the door, but the White Tiger and Nova shifted uncomfortably.

"Never said I was sending just the five of you." said Fury. The doors of the room opened up revealing Wolverine, Cyclops, Jean Grey, Nightcrawler, Colossus, Storm, Gambit, and Psylocke... better known as the X-Men.


	2. piercing the heavens

"I... uh, wow. Wow." said Spider-Man. He just couldn't believe it. Getting to work with the X-Men? Today was really turning out well. "Hey Tiger, can you pinch me? Clearly I'm dreaming."

Tiger rolled her eyes, but said nothing.

"From the look on your mugs, it looks like we can skip the introductions," said Fury. "In that case, let's get down to business." With another tap on his remote, a beam of light shone down from a circular disc on the ceiling, forming the image of a bald man in a wheelchair.

"You no doubt know my students, but please allow me to introduce myself. I am Professor Charles Xavier, founder of Xavier's School for Gifted Youngsters and the X-Men."

Nova looked on, puzzled. "Hey wait a minute, what's this geezer doing here? Don't tell me he's coming along for the mission!"

"I'm not so sure, Nova," interjected Iron Fist. "If he's talking to us via hologram, I don't think he's coming at all."

Wolverine drew his claws and growled menacingly across the room. "What are you trying to say, bub? You calling the professor a coward?"

Professor X raised his hand towards Wolverine, who stood down, but clearly unwilling to. "Easy Logan, they asked a perfectly legitimate question. After all, it isn't often I accompany my students into battle, in person or otherwise. You see, Magneto is a very near and dear friend of mine. In all my years of knowing him I have never known him to take such a radical decision. I was hoping that I could perhaps reason with him and talk him out of this madness."

Cyclops strode forward with a very serious expression on his face. "Now that the formalities are out of the way, let's move on to the plan of attack."

Fury tapped a button on the remote again, and the wall-mounted screen displayed a three-dimensional model of some variety of spacecraft landing in a dock. "Spider-Man, your team will take a S.H.I.E.L.D Quinjet to Asteroid M and land in the hangar. Don't worry, we had Forge and Beast pull an all-nighter on upgrades, so none of Magneto's sensors should be able to detect it."

Cyclops continued from there. "Once inside, make your way into the sensor control room and disable the defense grid. Once sabotaged, we'll land the Blackbird inside, and we'll all converge against Magneto."

Spider-Man shrugged. "One guy, huh? How bad could he be against all of us?"

"Don't underestimate Magneto, comrade. He may be one man but he is a force to be reckoned with," said Colossus.

"Not to mention that we can expect opposition from his Brotherhood of Mutants as well," added Storm.

"We rendezvous at o-nine hundred tonight at Triskelion." said Fury. "Now get out there, and show me what you're made of!"

Several hours later, Spider-Man found himself in a locker room, zipping up an orange flight suit over his costume. All around him, the two teams of super-heroes were speaking animatedly to each other, but he was lost in thought. The occasional sentence or two drifted by, but mostly entered one ear and exited the other.

"Power Man, _tovarisch!_" cried out Colossus. "They tell me you're pretty strong, _da?_"

This had to be the lucky break to end all lucky breaks. There was almost nothing cooler in Spider-Man's books than going to space, and he was about to cross it off his bucket list.

"Are you boys done?" yelled Psylocke from the other side of the door. "We're already finished, and we're waiting on you!"

Getting to fight alongside the X-Men was clearly another bonus. Maybe it wasn't the outing with the Avengers he'd always dreamed of, but Spider-Men never look gift horses in the mouth.

Iron Fist threw a right cross in the air, and turned his head towards Cyclops. "Then I punched him like this, and that was the end of it."

Potentially this had the chance to thrust his team into the limelight. All they had to do was stop one mutant, one man, and that would be the end of it all. But was Magneto really as tough as they said? Spider-Man's train of thought began turning in circles as he followed the group of heroes to the Quinjet and boarded. By that time, he was too absorbed in his fantasies and worries to even notice the countdown blaring from the loudspeakers.

"Webhead? You okay?" asked White Tiger, strapped in the seat next to him. "They're about to-"

"T-minus 1! Liftoff!"

All of a sudden, the Quinjet was launched into the air at speeds incalculable to any bystander, and the ground shot away from beneath them. G-forces pummeled at the web-slinger, knocking him out of his daydreams and back into the reality of the situation. The clouds whizzed by, mere blurs against the blue, until they were beneath them as well, and just when Spider-Man thought he couldn't take it any longer...

The Quinjet suddenly stopped. No lurch, no shake, nothing. They were in the wide, vast emptiness of space, with that marble Earth beneath them in its vast majesty. And for the first time since that morning, Spider-Man didn't think. He didn't worry, he didn't daydream. His mind stayed silent as he took in the sights around him.

"Spidey?" asked Tiger. "Hey, Earth to Spider-Man?"

No response.

White Tiger slowly reached out with her arm towards Spider-Man's face, and opened her thumb and index finger.

"Spidey?" she asked again, but only silence.

"Ouch"


	3. Assault

The Blackbird had joined the Quinjet above the Earth by this point. As the heroes began making preparations for their next move, a massive shadow approached from the right. At first it appeared to be a massive ball of brown rock, but as the large meteor eclipsed the sun, they saw shiny silver metal structures canvassing the surface like veins with bright neon lights. As they approached Asteroid M, alarms began to sound on both spacecrafts.

"What's going on?" asked Spider-Man over the radio.

"It appears that Magneto has found a way to bypass our stealth technology!" exclaimed Storm. "Beast mentioned something about this. He said that if Magneto cross-examined the polarity of our electronic camouflage, he could reverse it and make us visible again!"

"Which meeeeeeans?" asked Spider-Man.

"It means you'd best buckle up, bub. It's gonna be a bumpy ride!" said Wolverine.

From behind the asteroid, an armada of fighter ships appeared in formation. They hung there in space, unmoving and inactive. Suddenly, a gargantuan mental projection of Exodus, Magento's right hand man, appeared in front of them.

"That's not good," said Iron Fist, clenching his hands.

"Salutations X-Men. I bring greetings on behalf of the great Magneto. My Lord doesn't wish to battle fellow mutants, so he requests that you leave now," said Exodus.

"And if we refuse?" answered Cyclops.

"Then you face the wrath of me, my Acolytes, the Brotherhood, this armada and the wrath of the great Magneto himself. Decide soon though, X-Men. Our patience extends only to you, and not to your... despicable human allies," replied Exodus.

The projection disappeared, leaving the Quinjet, Blackbird, and Magneto's fleet behind. Cyclops reached above him to the console above his head and pushed a button.

"Alright team, time for plan B".

The Blackbird began to vibrate as the back wall dropped, revealing another room and a metal ball on a pedestal in the center. Storm ripped away the safety belt strapping her into the chair and ran inside, grabbing the sphere. With a mighty burst of electricity channeled from her body, she zapped the orb, and a large cannon with a satellite dish at the prow of the Blackbird fired a massive burst of energy at the fleet. All at once the armada's ships began to spark as bolts of lightning encircled them and their lights began to shut down.

"What?!" cried out the voice of Exodus, clearly angered and dismayed.

"It's called an ion cannon!" said Cyclops, smirking. "Got the idea after the last time we fought Magneto. Beast made it just for situations like this. It uses an electromagnetic pulse to shut down machines, or any electronics in general. It's kinda like fighting fire with fire."

"Disappointing. I expected better of you X-men," said the voice of Exodus. "Very well."

Storm stepped out of the chamber, exhausted and panting. "We have to go, team! That E.M.P. won't hold those ships for long!"

"Makes sense. They were made by the master of magnetism, after all," responded Nova.

Cyclops hit the transmit button on the Blackbird's radio. "Webhead, you there?"

In the Quinjet, Spider-Man slowly turned the microphone on. "What... what was that?"

Cyclops grinned again. "Never mind, Spider-Man. Are you ready?"

"Right. Yeah. Yeah, we're ready!" Spider-Man flicked off the radio and turned to the team. "Wait, what are we ready for?"

The S.H.I.E.L.D. agent at the helm of the Quinjet shook his head and laughed aloud, pressing a small button on the throttle. In unison, Cyclops pressed a similar button in the Blackbird, and both ships fired their thrusters at maximum strength.. Asteroid M closed in fast, and they braced themselves for impact. They slammed through the first bulkhead and left it as a twisted pile of wreckage, and the secondary airlock rapidly closed behind them. Luckily both teams were fairly close by each other.

Spider-Man massaged his head, trying to get the throbbing pain to stop. "Please don't ever do anything like that again, guys."

The team looked around them, and noticed that the inside of Asteroid M looked far more like the asteroid than the advanced space station it was supposed to be. The hangar had been carved out of the rock itself, and lining the top of the chamber was a string of fluorescent lights. The far end thinned out into a single hallway, and then split into many further passageways.

"How convenient. It looks like we'll have to split up in teams of two." commented Storm. "Wait... one of us is missing."

Cyclops counted off the heroes immediately, and then a second time. "I think it's Wolverine."

"Not surprised," said Luke. "He's too much of a lone wolf."

"Well, we certainly can't go looking for him now," said Storm, clearly exasperated.

"You're right," conceded Cyclops. "We can't control him, and we don't have the time. Besides, I'm confident that he'll make it back on his own."

With no further words needed to be said, the heroes split off down the pathways, and disappeared behind their airlocks.


	4. Old Wounds

Wolverine continued through the air duct. It was a stroke of luck he spotted it on his way in. Then again, he knew it wasn't all luck. After all, his enhanced animal senses were definitely a factor, and that's how he knew Sabertooth was on Asteroid M.

"_I'd recognize his foul stench anywhere," _thought Wolverine. _"I know Cyclops and the Prof are gonna chew me out for this, though. But I'm sure they're used to it by now."_

He turned a corner in the air duct and continued down a different passageway, one that smelt more like Sabertooth. His sense of smell was significantly more accurate now that he didn't have any conflicting smells from his allies.

"_Besides,"_ he thought, _"When would I ever get the opportunity like this to fight Sabertooth alone? No one to hold him back, no one to tell me to 'let him live'."_

Wolverine smirked to himself. _"Not gonna happen this time, bub!"_

As if his thought brought it into being, Wolverine suddenly looked down through the nearest air vent and took a giant whiff. Sabertooth was not in his line of sight, but he could tell he was there. Wolverine began to unscrew the vent cover, but then stopped himself.

"_Naaaah."_

Wolverine slashed apart the air duct, shredding it to ribbons as he unleashed a primal scream. As he fell, he slammed into Sabertooth, and the pair rolled a few feet as they struggled.

Sabertooth grinned. "Good to see you again runt, or is your body still switched with Spider-Man?" Wolverine didn't respond, but instead chopped at Sabertooth's face and immediately stabbed him in the chest. Sabertooth gasped comically, but then chuckled as he healed in seconds and pushed Wolverine off him. "Guess I got my answer," said Sabertooth.

The pair began circling around the room, ever so slowly and waiting for the other to make a move. Step by step they moved around, never looking away from each other, as if they were the only living things left in the universe.

"_I'm getting bored,"_ thought Wolverine.

"Lets go, bub!" he screamed, and charged at Sabertooth again. Sabertooth spread his stance apart and took the tackle head on, but suddenly twisted around to pin Wolverine to the floor. With the his sworn enemy beneath him, Sabertooth began tearing into Wolverine's jugular veins, shredding his neck into pieces. The blood splashed out three feet into the air, right into Sabertooth's face. The fountain of flesh and bodily fluids began pooling on the floor and soaked both their costumes.

"Looks like it's my lucky day, Jimmy boy!" exulted Sabertooth, chunks of meat slipping down through his hair.

"Wrong Creed, it's mine!" screamed Wolverine. As his neck began to re-form, Wolverine began violently clawing at Sabertooth's stomach, who watched in horror as his organs began to spill out. With one hand holding in his own guts, he leaped into the air, kicking Wolverine in the face and knocking him on his back. Sabertooth then leaped back and pushed his intestines back into the slash in his stomach, which began to heal up.

"I made a deal with ol' Bucket-Head. If he gave me bones like yours I'd join his little brotherhood. Wasn't too hard for him. All he had to do was reverse what he did to you a few years back!" said Sabertooth.

He suddenly lunged forward, and grabbed Wolverine by his face, slamming him down to the floor. As he took his hand off in preparation to claw his face, Wolverine took the chance to headbutt Sabertooth and stabbed him in the stomach a second time, which had almost healed. Screaming in frustration and agony, Sabertooth pulled his attacker's claws out and hurled him into a wall. But before he made contact with the wall, Wolverine pressed his feet against it to cannonball back at Sabertooth, stabbing each of his shoulders with his claws. Sabertooth kicked Wolverine off again this time toward the ceiling, blood still oozing from his wounds, but Wolverine launched himself downwards in the same way to run his claws through Sabertooth's eyes. Blinded momentarily, Sabertooth wildly slashed out with his claws, and spectacularly missed Wolverine, who darted to the side and closed in for the kill. But his eyes finished regenerating right as Wolverine was about to strike.

"Peekaboo!" growled Sabertooth as he grabbed Wolverine and bashed him into a pillar causing the ceiling above to collapse. Not about to let the ceiling take the glory for itself, Sabertooth pulled Wolverine out of the debris and begins clawing his chest. Skin and muscle began to dissolve into red goo and his adamantium rib cage became exposed. At the last second, Wolverine unsheathed his claws and cut Sabertooth's mouth through the cheek, allowing him to get them down Sabertooths mouth and promptly stabbed him in the back of the throat.

Wolverine tore into him with a full berserker rage. Sabertooth tried blocking Wolverine with his arms only to have Wolverine grab his arms and flay the muscle from his bones. Sabertooth cried out in agony, but could not gather the strength to immediately retaliate. Wolverine continued mercilessly, pinning Sabertooth to the ground to go after the abdomen again. With precise rapid moves, he stabbed the bladder, then continued up through the stomach and lungs. As Sabertooth sputtered up blood, Wolverine slowly raised his claws up into the air.

"Hey Creed, I bet Bucket-Head didn't give you adamantium joints like I got!" screamed out Wolverine and dropped his claws down at Sabertooth's neck to behead him. Inches away from slicing off his head, Wolverine saw a mental Image of Professor X.

"Logan, stop this now! It's over, you've won!" commanded the image of the Professor, but Logan showed no signs of stopping.

"You've given me no choice, Logan," said Professor X gravely. He used his psychic powers to knock Wolverine and Sabertooth out, flinging them apart from each other. The two enemies laid there on the ground, unconscious, as a mysterious figure from the shadows approached them.


End file.
